Walton T. Conn, Jr.
About Walton T. Conn, Jr.
Walton T. “Walt” Conn, Jr. is an independent director of Auburn National Bancorporation, Inc. (AUBN), elected October 6, 2025, with a term through the May 12, 2026 annual meeting; the Board determined he is independent under Nasdaq rules . He is 63 and holds a bachelor’s degree in accounting from Auburn University . Conn retired in 2023 as Global COO – Quality, Risk & Regulatory at KPMG International, following prior roles including Global Head of Audit Methodology & Implementation; he also served on the PCAOB Standing Advisory Group (2012–2015) and the AICPA Auditing Standards Board (2006–2009) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG International | Global Chief Operating Officer – Quality, Risk & Regulatory | 2015–2023 | Led global audit quality, risk, regulatory oversight; retired 2023 |
| KPMG International | Global Head of Audit Methodology & Implementation | 2008–2015 | Directed audit standards/methodology rollout globally |
| PCAOB | Standing Advisory Group Member | 2012–2015 | Contributed to standard-setting and guidance |
| AICPA | Auditing Standards Board Member | 2006–2009 | Participated in U.S. audit standard setting |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Arnold & Winnie Palmer Foundation | Director | Current | Non-profit board service |
| Auburn University Foundation | Director (prior) | Prior service | University-affiliated foundation |
| Auburn Alumni Association | Director (prior) | Prior service | Alumni association governance |
| Auburn Univ. Harbert College of Business | Advisory Council Member (prior) | Prior service | Advisory council member |
| Auburn Univ. School of Accountancy | Advisory Council Member (prior) | Prior service | Advisory council member |
Board Governance
- Election and independence: Elected October 6, 2025; independent under Nasdaq corporate governance rules; term ends at May 12, 2026 annual meeting .
- Committee assignments: Not disclosed as of his election; the Company’s standing committees are Audit, Compensation, Nominating & Corporate Governance, and Executive; Independent Directors, Property, and Strategic Planning Committees were dissolved in early 2025 with independent directors required to meet in executive session at least twice annually .
- Board activity and attendance context: The Company’s Board held 12 meetings in 2024; all directors met at least 75% attendance and all attended the 2024 annual meeting .
- Auditor independence signal: The Company’s auditor for FY2025 is Elliott Davis LLC (not KPMG), reducing potential audit-related interlocks with Conn’s prior employer .
- Shareholder communications and governance processes: Board nomination and diversity processes emphasize independence, expertise for Audit/Comp committees, judgment, and conflict-of-interest screening .
Fixed Compensation
Director compensation structure (Company level):
| Component | 2024 | 2025 | Notes |
|---|---|---|---|
| Board meeting fee – Chairman | $2,000 | $2,200 | Per meeting; one fee when Company and Bank meet same day |
| Board meeting fee – Director | $1,000 | $1,100 | Per meeting |
| Monthly retainer – Director | $300 | $300 | Adopted January 2024; $600 for Chairman |
| Committee meeting – Audit/Comp (member) | $250 | $250 | Per Company/Bank committee meeting |
| Committee meeting – Audit/Comp (chair) | $500 | $500 | Per meeting |
| Bank Loan/ALCO/IT/IS committees (member) | $250 | $250 | Per meeting; $500 for chair |
| Independent Directors Committee | $0 | Dissolved | No fees in 2024; dissolved in 2025 |
| Aggregate director fees (Company+Bank, all directors) | ~$275,900 | N/A | 2024 total; Company did not pay director year-end bonuses for 2024 performance |
Note: The Company did not grant equity or non-equity incentive awards to directors in 2024 .
Performance Compensation
| Item | 2024 | 2025 | Notes |
|---|---|---|---|
| Equity awards (RSU/PSU/options) to directors | None granted | Not disclosed | No stock options exercised or stock awards vested in 2024 |
| Performance metrics tied to director pay | None disclosed | N/A | Director comp structured as cash retainer and meeting fees |
Other Directorships & Interlocks
| Area | Detail |
|---|---|
| Current public company boards | None disclosed (non-profit roles only) |
| Potential interlocks (auditor/customers/suppliers) | Prior KPMG leadership; AUBN’s auditor is Elliott Davis LLC (no KPMG audit engagement) |
Expertise & Qualifications
- Deep audit, risk, and regulatory expertise from senior global roles at KPMG International, including audit methodology leadership .
- Standard-setting exposure via PCAOB Standing Advisory Group and AICPA Auditing Standards Board .
- Local institutional ties and stakeholder network through Auburn University-affiliated boards and councils .
Equity Ownership
| Date | Direct Shares | Indirect Shares | Indirect Holder | Total Shares | % of Shares Outstanding |
|---|---|---|---|---|---|
| 10/15/2025 (Form 3) | 1,137 (joint account with spouse) | 668 | Schwab IRA Rollover FBO Walton T. Conn, Jr. | 1,805 | ~0.052% (1,805 ÷ 3,493,699 shares) |
Notes: Explanation of responses on Form 3 indicates the 1,137 shares are owned as joint tenants in a brokerage account with spouse . Record date shares outstanding were 3,493,699 as of March 17, 2025 .
Insider Trades
| Filing Date | Form | Transaction/Status | Securities | Ownership Form |
|---|---|---|---|---|
| 10/15/2025 | Form 3 | Initial statement of beneficial ownership upon election | 1,137 common (direct); 668 common (indirect IRA) | Direct (joint with spouse); Indirect (IRA) |
Related-Party Exposure and Policies
- General insider transaction policy: Loans/transactions with directors/officers must be on substantially the same terms as for unaffiliated customers; subject to Regulation O and Audit Committee oversight; criticized loans to directors must be reviewed for independence impacts .
- Insider trading policy restricts speculative trading, short sales, and derivative transactions; requires approvals for Rule 10b5-1 plans and enforces compliance with Nasdaq and insider trading laws for company issuances/repurchases .
- No related-party transactions specific to Conn were disclosed in the election 8-K .
Governance Assessment
- Strengths: Independent status; significant audit/risk/regulatory credentials that enhance Audit Committee oversight and enterprise risk governance; strong community and Auburn University ties aiding stakeholder engagement .
- Alignment: Director pay is cash-heavy (retainer + meeting fees) with no equity grants; Conn holds 1,805 shares (~0.052% of outstanding), indicating limited direct equity alignment but no evidence of hedging/pledging for Conn .
- Conflicts: Prior KPMG employment does not pose auditor conflict, as auditor is Elliott Davis LLC; 8-K notes independence determination by the Board .
- Watch items: Committee assignments and attendance for Conn not yet disclosed; monitor 2026 proxy for committee roles (Audit/Comp/Nominating) and director-specific fee totals .
- Ownership concentration context: A significant insider, Sandra J. Spencer, beneficially owns ~21.28% (various fiduciary/trust capacities), underscoring the importance of independent directors’ oversight; not specific to Conn but relevant to board dynamics .